0001193125-21-204699 | 10-K/A | XBRL Viewer

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Cover Page - USD ($)	7 Months Ended
Cover Page - USD ($)	Dec. 31, 2020	Jun. 25, 2021
Document Information [Line Items]
Document Type	10-K/A
Amendment Flag	true
Document Annual Report	true
Document Transition Report	false
Entity Registrant Name	Ouster, Inc.
Entity Central Index Key	0001816581
Entity Interactive Data Current	Yes
Document Period End Date	Dec. 31, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Entity File Number	001-39463
Current Fiscal Year End Date	--12-31
Entity Incorporation, State or Country Code	DE
Entity Shell Company	false
Entity File Number	001-39463
Entity Tax Identification Number	86-2528989
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Current Reporting Status	Yes
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Address, Address Line One	350 Treat Avenue
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94110
City Area Code	415
Local Phone Number	949-0108
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Title of 12(b) Security	Common stock, $0.0001 par value per share
Trading Symbol	OUST
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		161,343,284
ICFR Auditor Attestation Flag	false
Entity Public Float	$ 0
Amendment Description	On December 21, 2020, Ouster Technologies, Inc. (“OTI”) entered into a merger agreement with Colonnade Acquisition Corp. (“CLA”) and Beam Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and subsidiary of CLA. OTI’s board of directors unanimously approved OTI’s entry into an Agreement and Plan of Merger (the “Merger Agreement”), and on March 11, 2021, the transactions contemplated by the Merger Agreement were consummated. Pursuant to the terms of the Merger Agreement, (i) CLA domesticated as a corporation incorporated under the laws of the State of Delaware and changed its name to “Ouster, Inc.” and (ii) Merger Sub merged with and into OTI (such transactions contemplated by the Merger Agreement, the “Merger”), with OTI surviving the Merger. Ouster, Inc. (“Ouster”) is the reporting successor to CLA pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended. As a result of the Merger and by operation of Rule 12g-3(a) promulgated under the Securities Exchange Act of 1934, as amended, Ouster became the successor issuer to CLA, and Ouster is filing this Amendment No. 1 (this “Amendment”) to CLA’s Annual Report on Form 10-K for the year ended December 31, 2020, originally filed with the Securities and Exchange Commission (the “SEC”) on March 9, 2021 (the “Original 10-K”), to restate CLA’s financial statements and related footnote disclosures as of December 31, 2020 and for the period from June 4, 2020 (inception) through December 31, 2020, the interim period ended September 30, 2020, and certain items on the Company’s previously issued audited balance sheet dated as of August 25, 2020, which was included in the Company’s Current Report on Form 8-K filed with the SEC on August 31, 2020 (the “IPO Closing 8-K”) (collectively, the “Affected Periods”). Ouster is filing this Amendment in its capacity as the successor issuer to CLA. Unless the context otherwise requires, references in this Amendment to “we,” “us,” “our” and the “Company” refer to CLA prior to the Merger and to Ouster and its subsidiaries following the Merger. On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission (the “SEC”) together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). The SEC Statement discussed certain features of warrants commonly issued in SPAC transactions and stated that warrants with such features should be classified as a liability measured at fair value, with changes in fair value each period reported in earnings, as opposed to equity. After consideration of the guidance in the SEC Statement, while the terms of the private placement warrants (“private placement warrants”) and public warrants (the “public warrants” and, together with the private placement warrants, the “warrants”) recorded in CLA’s financial statements have not changed, the Company concluded the Warrants should have been classified as a liability under Accounting Standards Codification 815 in CLA’s financial statements and it must amend the accounting treatment of the warrants recorded in CLA’s consolidated financial statements. As a result of the foregoing and as reported in the Company’s Current Report on Form 8-K filed with the SEC on May 14, 2021, on May 13, 2021, the Company’s Audit Committee of the Board of Directors, after discussion with management of the Company and based on management’s consultation with Marcum LLP, CLA’s independent registered public accounting firm prior to the Merger, and its legal advisors, concluded that CLA’s previously issued consolidated financial statements as of and for the year ended December 31, 2020 included in CLA’s Original 10-K should be restated to reflect the impact of the SEC Statement and accordingly, should no longer be relied upon. Similarly, any previously furnished or filed reports, related earnings releases, investor presentations or similar communications describing CLA’s financial results for the Affected Periods, including CLA’s financial statements for the interim period ended September 30, 2020 and balance sheet dated as of August 25, 2020, should no longer be relied upon. An explanation of the impact on CLA’s financial statements is contained in Note 2. Restatement of Previously Issued Audited and Unaudited Financial Statements to the accompanying financial statements. The warrant agreement set forth the terms of the warrants is attached as Exhibit 4.1 to CLA’s Current Report on Form 8-K filed with the SEC on August 25, 2020. All amounts in this Form 10-K/A affected by the restatement adjustments reflect such amounts as restated. These restatements result in non-cash financial statement corrections and will have no impact on the Company’s historical liquidity, or revenues. The restatement will also have no impact on the historical financial statements of OTI included as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 15, 2021. Internal Controls Considerations In connection with the restatement, management has re-evaluated the effectiveness of CLA’s disclosure controls and procedures and internal control over financial reporting as of December 31, 2020 based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) (2013 framework). As a result of that assessment, management has concluded that CLA’s disclosure controls and procedures and internal controls over financial reporting were not effective as of December 31, 2020, due to a material weakness in CLA’s internal control over financial reporting related to the accounting for the warrants. For a discussion of management’s consideration of CLA’s disclosure controls and procedures, internal controls over financial reporting, and the material weakness identified, see Part II, Item 9A, “Controls and Procedures” of this Amendment. Items Amended The Company is filing this Amendment to modify the Original 10-K as appropriate to reflect the classification of the warrants as a liability in CLA’s consolidated financial statements. As such, the following items have been amended and restated in their entirety: • Part I, Item 1A. Risk Factors • Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations • Part II, Item 8. Financial Statements and Supplementary Data • Part II, Item 9A. Controls and Procedures • Part IV, Item 15. Exhibits and Financial Statement Schedules. Additionally, in accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the Company is including with Part IV, Item 15 of this Amendment currently dated certifications from our Principal Executive Officer and Principal Financial Officer. These certifications are filed or furnished, as applicable, as Exhibits 31.1, 31.2, 32.1 and 32.2. Except as described above, no other information included in the Original 10-K is being amended or updated by this Amendment and this Amendment does not purport to reflect any information or events subsequent to the Original 10-K, including the consummation of the Merger. This Amendment continues to describe the conditions as of the date of the Original 10-K and, except for the cover page, this explanatory note or as expressly contained herein, the Company has not updated, modified or supplemented the disclosures contained in the Original 10-K. Accordingly, this Amendment should be read in conjunction with the Original 10-K and with the Company’s filings with the SEC subsequent to the Original 10-K. The Company has not filed, and does not intend to file, amendments to the Quarterly Report on Form 10-Q as of and for the three months ended September 30, 2020 and for the period from June 4, 2020 (inception) through September 30, 2020 and its Current Report on Form 8-K filed with the SEC on August 31, 2020 relating to its balance sheet dated as of August 25, 2020. Accordingly, investors should rely only on the financial information and other disclosures regarding the Affected Periods in this Amendment or in the Company’s future filings with the SEC (as applicable), and not on any previously furnished or filed reports, related earnings releases, investor presentations or similar communications of the Company describing the Company’s financial results for the Affected Periods. Unless the context otherwise requires, references in this Amendment to “we,” “us,” “our” and the “Company” refer to Colonnade Acquisition Corp. prior to the Merger and to Ouster, Inc. and its subsidiaries following the Merger.
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants to purchase common stock
Trading Symbol	OUST WS
Security Exchange Name	NYSE

Balance Sheet	Dec. 31, 2020 USD ($)
Current Assets
Cash	$ 697,957
Prepaid expenses	314,138
Total Current Assets	1,012,095
Cash and marketable securities held in Trust Account	200,061,054
Total Assets	201,073,149
Current liabilities
Accrued expenses	2,348,246
Accrued offering costs	100
Total Current Liabilities	2,348,346
Deferred underwriting fee payable	7,000,000
Public warrants derivative liability	35,800,000
Private warrants derivative liability	22,834,000
Total Liabilities	67,982,346
Commitments
Class A ordinary shares subject to possible redemption, 12,805,171 shares at redemption value	128,090,803
Shareholders' Equity
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	56,511,471
Accumulated deficit	(51,512,690)
Total Shareholders' Equity	5,000,000
Total Liabilities and Shareholders' Equity	201,073,149
Class A Ordinary Shares [Member]
Shareholders' Equity
Ordinary shares	719
Total Shareholders' Equity	719
Class B Ordinary Shares [Member]
Shareholders' Equity
Ordinary shares	500
Total Shareholders' Equity	$ 500

Balance Sheet (Parenthetical)	Dec. 31, 2020 $ / shares shares
Ordinary shares subject to possible redemption	12,805,171
Ordinary shares, shares outstanding	5,000,000
Preference shares, par value \| $ / shares	$ 0.0001
Preference shares, shares authorized	1,000,000
Preference shares, shares issued	0
Preference shares, shares outstanding	0
Class A Ordinary Shares [Member]
Ordinary shares subject to possible redemption	12,805,171
Ordinary shares, par value \| $ / shares	$ 0.0001
Ordinary shares, shares authorized	200,000,000
Ordinary shares, shares issued	7,194,829
Ordinary shares, shares outstanding	7,194,829
Class B Ordinary Shares [Member]
Ordinary shares, par value \| $ / shares	$ 0.0001
Ordinary shares, shares authorized	20,000,000
Ordinary shares, shares issued	5,000,000
Ordinary shares, shares outstanding	5,000,000

Statement of Operations	7 Months Ended
Statement of Operations	Dec. 31, 2020 USD ($) $ / shares shares
Formation and operational costs	$ 2,763,620
Loss from operations	(2,763,620)
Other expense:
Change in fair value of warrant liabilities	(48,439,000)
Interest earned on marketable securities held in Trust Account	57,914
Unrealized gain on marketable securities held in Trust Account	3,140
Allocated expense for warrant issuance cost	(371,124)
Other expense	(48,749,070)
Net loss	$ (51,512,690)
Basic and diluted net income per share, Class A ordinary shares \| $ / shares	$ 0.00
Basic and diluted weighted average shares outstanding, Class B ordinary shares \| shares	5,000,000
Basic and diluted net loss per share, Class B ordinary shares \| $ / shares	$ (13.52)
Class A Ordinary Shares [Member]
Other expense:
Basic and diluted weighted average shares outstanding, Class A ordinary shares \| shares	13,913,043
Basic and diluted net income per share, Class A ordinary shares \| $ / shares	$ 0.00
Class B Ordinary Shares [Member]
Other expense:
Basic and diluted weighted average shares outstanding, Class B ordinary shares \| shares	5,000,000
Basic and diluted net loss per share, Class B ordinary shares \| $ / shares	$ (13.52)

Statement of Changes in Shareholders' Equity - USD ($)	Total	Class A Ordinary Shares [Member]	Class B Ordinary Shares [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Beginning balance at Jun. 03, 2020
Beginning balance (in shares) at Jun. 03, 2020
Beginning balance at Jun. 03, 2020
Beginning balance (in shares) at Jun. 03, 2020
Issuance of Class B ordinary shares to Sponsor	25,000		$ 575	24,425
Issuance of Class B ordinary shares to Sponsor, Shares			5,750,000
Sale of 20,000,000 Units, net of underwriting discounts and offering costs	182,373,493	$ 2,000		182,371,493
Sale of 20,000,000 Units, net of underwriting discounts and offering costs, Shares		20,000,000
Excess of cash received over fair value of Private Placement Warrants	2,205,000			2,205,000
Forfeiture of Founder Shares			$ (75)	75
Forfeiture of Founder Shares, Shares			(750,000)
Class A Ordinary shares subject to possible redemption	(112,077,922)	$ (1,281)		(112,076,641)
Class A Ordinary shares subject to possible redemption, Shares		(12,805,171)
Accretion to redemption value	(16,012,881)			(16,012,881)
Net loss	(51,512,690)				(51,512,690)
Ending Balance at Dec. 31, 2020	$ 5,000,000	$ 719	$ 500	$ 56,511,471	$ (51,512,690)
Ending balance (in shares) at Dec. 31, 2020		7,194,829	5,000,000

Statement of Changes in Shareholders' Equity (Parenthetical)	7 Months Ended
	Dec. 31, 2020 USD ($)
Statement of Stockholders' Equity [Abstract]
Sale of Public Units	$ 20,000,000

Statement of Cash Flows	7 Months Ended
Statement of Cash Flows	Dec. 31, 2020 USD ($)
Cash Flows from Operating Activities:
Net loss	$ (51,512,690)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(57,914)
Unrealized gain on marketable securities held in Trust Account	(3,140)
Issuance costs related to warrant liability	371,124
Change in fair value of warrant liabilities	48,439,000
Changes in operating assets and liabilities:
Prepaid expenses	(314,138)
Accrued expenses	2,348,246
Net cash used in operating activities	(729,512)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(200,000,000)
Net cash used in investing activities	(200,000,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid	196,000,000
Proceeds from sale of Private Placement Warrants	6,000,000
Proceeds from promissory note – related party	126,005
Repayment of promissory note – related party	(126,005)
Payment of offering costs	(572,531)
Net cash provided by financing activities	201,427,469
Net Change in Cash	697,957
Cash – Beginning
Cash – Ending	697,957
Non-Cash Investing and Financing Activities:
Deferred underwriting fee payable	7,000,000
Offering costs paid directly by Sponsor from proceeds from issuance of Class B ordinary shares	25,000
Offering costs included in accrued offering costs	$ 100

Description of Organization And Business Operations

7 Months Ended

Dec. 31, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Organization And Business Operations

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Colonnade Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on June 4, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”).

Although the Company is not limited to a particular industry or geographic region for purposes of completing a Business Combination, the Company intends to focus on industries that complements the Company’s management team’s expertise and network of relationships in the natural resources, energy, real estate and agricultural industries. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

The Company has one subsidiary, Beam Merger Sub, Inc. (formerly known as

C-Sweet

Sub, Inc,), a direct wholly owned subsidiary of the Company incorporated in Delaware on December 15, 2020 (“Merger Sub”).

As of December 31, 2020, the Company had not commenced any operations. All activity for the period from June 4, 2020 (inception) through December 31, 2020 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, identifying a target company for a Business Combination, and activities in connection with the proposed acquisition of Ouster, Inc., a Delaware corporation (“Ouster”) (see Note 7). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates

non-operating

income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering became effective on August 20, 2020. On August 25, 2020, the Company consummated the Initial Public Offering of 20,000,000

units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares” and with respect to the warrants included in the Units sold, the “Public Warrants”), at

$10.00 per Unit, generating gross proceeds of $200,000,000, which is described in Note

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,000,000 warrants (

the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”) at a price of

$1.00 per Private Placement Warrant in a private placement to Colonnade Sponsor LLC (the “Sponsor”), generating gross proceeds of $6,000,000, which is described in Note

Transaction costs amounted to $11,597,631, consisting of $4,000,000 of underwriting fees, $7,000,000 of deferred underwriting fees and $597,631 of other offering costs.

Following the closing of the Initial Public Offering on August 25, 2020, an amount of $200,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of

Rule 2a-7

of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least

80%

of the net assets held in the Trust Account (excluding the amount of any deferred underwriting commissions held in the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires

50%

or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.00 per share), calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

If the Company seeks shareholder approval, the Company will complete a Business Combination only if it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than

$5,000,001.

In such case, the Company would not proceed with the redemption of its Public Shares and the related Business Combination, and instead may search for an alternate Business Combination. Additionally, each public shareholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the Public Shares without the Company’s prior written consent.

The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or

pre-initial

business combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment and (iii) to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination.

The Company will have until August 25, 2022 (the “Combination Period”) to complete a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding Public Shares, at a

per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (less taxes payable and up to $100,000

of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit

($10.00).

The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00

per Public Share due to reductions in the value of trust assets, less taxes payable. This liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent public accountants), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Restatement of Previously Issued Financial Statements

The Company has restated its consolidated financial statements as of December 31, 2020 and for the period from June 4, 2020 (inception) through December 31, 2020, as well as the unaudited condensed financial statements for the three months ended September 30, 2020 and for the period from June 4, 2020 (inception) through September 30, 2020, and the audited balance sheet as of August 25, 2020, to correct misstatements in those prior periods primarily related to misstatements identified in improperly applying accounting guidance on certain warrants, recognizing them as equity instead of a warrant liability, under the guidance of Accounting Standards Codification (“ASC”)

815-40,

Contracts in Entity’s Own Equity.

See Note 2 for additional information regarding the errors identified and the restatement adjustments made to the consolidated financial statements.

Risks and Uncertainties

Management continues to evaluate the impact of the

COVID-19

pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Liquidity and Going Concern

As of December 31, 2020, the Company had $697,957 in its operating bank accounts, $200,061,054 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its ordinary shares in connection therewith and working capital deficit of $1,336,251. As of December 31, 2020, approximately $61,000

of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations.

Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination.

The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through August 25, 2022, the deadline to complete a Business Combination pursuant to the Company’s Amended and Restated Certificate of Incorporation (unless otherwise amended by stockholders). These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Restatement Of Previously Issued Audited And Unaudited Financial Statements

7 Months Ended

Dec. 31, 2020

Restatement Of Previously Issued Financial Statements [Abstract]

Restatement Of Previously Issued Audited And Unaudited Financial Statements

NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED AUDITED AND UNAUDITED FINANCIAL STATEMENTS

In May 2021, the Audit Committee of the Company’s Board of Directors, after considering the recommendations of management, concluded that, because of a misapplication of the accounting guidance related to its Warrants, the Company’s previously issued financial statements for the periods beginning June 4, 2020 (inception) through December 31, 2020 (collectively, the “Affected Periods”) should no longer be relied upon. As such, the Company is restating its consolidated financial statements for the Affected Periods.

On April 12, 2021, the Staff of the SEC issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “Staff Statement”). In the Staff Statement, the Staff of the SEC expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since issuance on August 25, 2020, the Company’s Warrants were accounted for as equity within the Company’s previously reported consolidated balance sheets. Accordingly, the consolidated statements of operations did not include any subsequent noncash changes in estimated fair value of the Warrants. The views expressed in the Staff Statement were not consistent with the Company’s historical interpretation of the specific provisions within its warrant agreement. In light of the Staff Statement, the Company reassessed its accounting for the Warrants and concluded that the Warrants should be presented as liabilities with subsequent fair value remeasurement.

The warrant agreement governing the Warrants includes a provision (the “Replacement of Securities Upon Reorganization”), the application of which could result in a different settlement value for the Warrants depending on their holder. Because the holder of an instrument is not an input into the pricing of a

fixed-for-fixed

option on the Company’s ordinary shares, the Private Placement Warrants which contain this term could not be considered “indexed to the Company’s own stock.” In addition, the provision provides that in the event of a tender or exchange offer accepted by holders of more than 50% of the outstanding shares of the Company’s ordinary shares, all holders of the Warrants (both the Public Warrants and the Private Placement Warrants) would be entitled to receive cash for their Warrants. In other words, in the event of a qualifying cash tender offer (which could be outside of the Company’s control), all Warrant holders would be entitled to cash, while only certain of the holders of the Company’s ordinary shares would be entitled to cash. These provisions preclude the Company from classifying the Warrants in stockholders’ equity. As a result of these provisions, the Company has restated its consolidated financial statements to reflect the Company’s Warrants as a derivative liability with changes in fair value recorded in the current period earnings. In addition, a portion of offering costs were allocated to the Warrants and recognized in expense. The material terms of the Warrants are more fully described in Note 8.

The following presents a reconciliation of the consolidated balance sheets, statements of operations and cash flows for the Affected Periods.


	As Previously Reported			Restatement Adjustment			As Restated
Balance Sheet as of December 31, 2020
Public warrants derivative liability		—			35,800,000			35,800,000
Private warrants derivative liability		—			22,834,000			22,834,000
Total liabilities		9,348,246			58,634,000			67,982,246
Class A ordinary shares subject to possible redemption		186,724,794			(58,633,991	)		128,090,803
Class A ordinary share s		133			586			719
Additional Paid-In Capital		7,701,942			48,809,529			56,511,471
Accumulated Deficit		(2,702,566	)		(48,810,124	)		(51,512,690	)
Total stockholders’ equity		5,000,009			(9	)		5,000,000
Statement of Operations for the period from June 4, 2020 (Inception) through December 31, 2020
Loss from operations		(2,763,620	)		—			(2,763,620	)
Change in fair value of warrant liabilities		—			(48,439,000	)		(48,439,000	)
Allocated expense for warrant issuance cost		—			371,124			371,124
Total other income (expense)		61,054			(48,810,124	)		(48,749,070	)
Net loss		(2,702,566	)		(48,810,124	)		(51,512,690	)
Basic and diluted net loss per share, ordinary shares		(0.45	)		(13.07	)		(13.52	)
Statement of Cash Flows for the period from June 4, 2020 (Inception) through December 31, 2020
Net loss		(2,702,566	)		(48,810,124	)		(51,512,690	)
Issuance costs related to warrant liability		—			371,124			371,124
Change in fair value of warrant liabilities		—			48,439,000			48,439,000

	As Previously Reported			Restatement Adjustment			As Restated
Balance Sheet as of September 30, 2020
Public warrants derivative liability		—			5,100,000			5,100,000
Private warrants derivative liability					3,024,141			3,024,141
Total liabilities		7,100,100			8,124,141			15,224,241
Class A ordinary shares subject to possible redemption		189,367,849			(8,124,135	)		181,243,714
Class A ordinary shares		106			82			188
Additional Paid-In Capital		5,058,839			(1,699,823	)		3,359,016
Retained Earnings (Accumulated Deficit)		(59,514	)		1,699,735			1,640,221
Total stockholders’ equity		5,000,006			(6	)		5,000,000
Statement of Operations for the period from June 4, 2020 (inception) through September 30, 2020
Loss from operations		(61,266	)		—			(61,266	)
Change in fair value of warrant liabilities		—			2,070,859			2,070,859
Allocated expense for warrant issuance cost		—			371,124			371,124
Total other income		1,752			1,699,735			1,701,487
Net income (loss)		(59,514	)		1,699,735			1,640,221
Basic and diluted net (loss) per share, ordinary shares		(0.01	)		—			(3.68	)
Statement of Operations for the three months ended September 30, 2020
Loss from operations		(56,266	)		—			(56,266	)
Change in fair value of warrant liabilities		—			2,070,859			2,070,859
Allocated expense for warrant issuance cost		—			371,124			371,124
Total other income		1,752			1,699,735			1,701,487
Net income (loss)		(54,514	)		1,699,735			1,645,221
Basic and diluted net loss per share, ordinary shares		(0.01	)		(2.86	)		(2.87	)
Statement of Cash Flows for the period from June 4, 2020 (inception) through September 30, 2020
Net income (loss)		(59,514	)		1,699,735			1,640,221
Issuance costs related to warrant liability		—			371,124			371,124
Change in fair value of warrant liabilities		—			(2,070,859	)		(2,070,859	)

	As of August 25, 2020
	As Previously Reported			Restatement Adjustment			As Restated
Balance Sheet
Public warrants derivative liability		—			6,400,000			6,400,000
Private warrants derivative liability		—			3,795,000			3,795,000
Total liabilities		8,191,331			10,195,000			18,386,331
Class A Ordinary Shares		106			102			208
Additional Paid-In Capital		5,004,328			371,013			5,375,341
Accumulated Deficit		(5,000	)		(371,124	)		(376,124	)
Total stockholders’ equity		5,000,009			(9	)		5,000,000

Summary of Significant Accounting Policies

7 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its majority owned subsidiary where the Company has the ability to exercise control. All significant intercompany balances and transactions have been eliminated in consolidation. Activities in relation to the non-controlling interest are not considered to be significant and are, therefore, not presented in the accompanying consolidated financial statements.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020.

Marketable Securities Held in Trust Account

At December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds, which primarily invest in U.S. Treasury Bills.

Offering Costs Associated with the Public Offering

Offering costs consist of legal, accounting, underwriting fees and other costs that were directly related to the Public Offering. Offering costs related to the issuance of shares were recognized in shareholders’ equity while costs associated with the warrant liabilities were expensed in the Company’s consolidated statements of operations upon the completion of the Public Offering in August 2020.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

Warrant Liability

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity and ASC 815, Derivatives and Hedging. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

The Company accounts for warrants for shares of the Company’s Class A common stock as derivative liabilities held at fair value on the balance sheet. T

he warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a change in fair value of warrant liabilities expense in the Company’s consolidated statements of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrants. At that time, the warrant liability will be reclassified to additional

paid-in

capital.

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be

more-likely-than-not

to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented.

Net Income (Loss) Per Ordinary Share

Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of

16,000,000

shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

The Company’s statement of operations includes a presentation of income per share for Class A ordinary shares in a manner similar to the

two-class

method of income per ordinary share. Net income per ordinary share, basic and diluted, for Class A Ordinary shares is calculated by dividing the proportionate share of income on marketable securities held by the Trust Account by the weighted average number of Class A Ordinary shares outstanding since original issuance.

Net loss per share, basic and diluted, for Class B ordinary shares is calculated by dividing the net loss, adjusted for income on marketable securities attributable to Class A Ordinary shares, by the weighted average number of Class B ordinary shares outstanding for the period.

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):


	For the Period from June 4, 2020 (inception) through December 31, 2020
Class A Ordinary shares
Numerator: Earnings allocable to Class A Ordinary shares
Interest income	$	54,051
Unrealized gain on investments held in Trust Account		2,931

Net income allocable to Class A Ordinary shares	$	56,982

Denominator: Weighted Average Class A Ordinary
Basic and diluted weighted average shares outstanding		13,913,043

Basic and diluted net income per share	$	0.00

Class B Ordinary Shares
Numerator: Net Loss minus Net Earnings
Net loss	$	(51,512,690	)
Less: Net income allocable to Class A Ordinary Shares		(56,982	)
Less: Accretion of Class A Ordinary Shares to redemption value		(16,012,881	)

Net Loss attributable to Class B Ordinary Shares	$	(67,582,553	)

Denominator: Weighted Average Class B Ordinary Shares
Basic and diluted weighted average shares outstanding		5,000,000

Basic and diluted net loss per Class B Ordinary Shar e	$	(13.52	)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. As of December 31, 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated balance sheet, primarily due to their short-term nature.

Recently Issued Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements.

Initial Public Offering

7 Months Ended

Dec. 31, 2020

Initial Public Offering Disclosure [Abstract]

Initial Public Offering

NOTE

. INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 20,000,000 Units, at a purchase price of $10.00

per Unit. Each Unit consists of one Class A ordinary share and one-half of one redeemable Public Warrant. Each whole Public Warrant entitles the holder to purchase

one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note

Private Placement

7 Months Ended

Dec. 31, 2020

Private Placement [Abstract]

Private Placement

NOTE

. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $6,000,000. Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note

). The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

Related Party Transactions

7 Months Ended

Dec. 31, 2020

Related Party Transactions

NOTE 6. RELATED PARTY TRANSACTIONS

Founder Shares

On June 30, 2020, the Sponsor paid an aggregate of $25,000 to cover certain offering costs of the Company in consideration for 5,750,000

of the Company’s Class B ordinary shares (the “Founder Shares”). The Founder Shares included an aggregate of up to

750,000

shares that were subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares would collectively represent

of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. On October 9, 2020, the underwriters’ election to exercise their over-allotment option expired unexercised, resulting in the forfeiture of 750,000 Founder Shares. Accordingly, as of December 31, 2020, there are

5,000,000 Founder Shares issued and outstanding (see Note

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share

sub-divisions,

share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any

30-trading

day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization

or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

Administrative Services Agreement

The Company entered into an agreement whereby, commencing on August 21, 2020, the Company will pay the Sponsor $10,000 per month for office space, utilities, secretarial and administrative support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the period from June 4, 2020 (inception) through December 31, 2020, the Company incurred and paid $40,000 of such fees.

Due to Sponsor

The Sponsor advanced $600,000 to the Company in anticipation of the amount to be paid for the purchase of additional Private Placement Units in the event the underwriters’ exercised their over-allotment option. The advance was due on demand should the over-allotment option not be exercised by the underwriters. On September 23, 2020, the $600,000 was returned to the Sponsor as the over-allotment option was not exercised.

Promissory Note – Related Party

On June 30, 2020, the Sponsor agreed to loan the Company up to an aggregate amount of $300,000 to be used, in part, for transaction costs incurred in connection with the Initial Public Offering (the “Promissory Note”). The Promissory Note was

non-interest

bearing and payable on the earlier of (i) December 31, 2020 and (ii) the completion of the Initial Public Offering. The outstanding balance under the Note of $126,005 was repaid at the closing of the Initial Public Offering on August 25, 2020.

Private Placement Warrants

Simultaneously with the closing of the Public Offering, the Sponsor purchased an 6,000,000 Private Placement Warrants at a price of $1.0 per Private Placement Warrant, generating gross proceeds of $6,000,000.

Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be

non-redeemable

for cash and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Business Combination.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00

per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

Commitments

7 Months Ended

Dec. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

Commitments

NOTE

. COMMITMENTS

Registration Rights

Pursuant to a registration rights agreement entered into on August 20, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights requiring the Company to register a sale of any of the securities held by them, including any other securities of the Company acquired by them prior to the consummation of the Company’s initial Business Combination. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters are entitled to a deferred fee of $0.35 per Unit, or $7,000,000 in the aggregate. A portion of such amount not to exceed 40% of the total amount of deferred underwriting commissions held in the Trust Account may be paid at the sole discretion of the Company to parties who may or may not participate in the Initial Public Offering (but who are members of FINRA) that assist the Company in consummating a Business Combination. The election to make such payments to such parties will be solely at the discretion of the Company’s management team. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Advisory and Consulting Agreements

On December 4, 2020, the Company entered into an agreement with a service provider, pursuant to which the service provider will serve as the placement agent for the Company in connection with a proposed private placement (the “Proposed Transaction”) of the Company’s equity or equity-linked securities (the “Equity Securities”). The Company agreed to pay the service provider a cash fee of equal to 50% of 3.5% of the gross proceeds of the total fair market of the Equity Securities sold in the Proposed Transaction subject to a minimum fee of $1,000,000 and reimbursable expenses not to exceed $50,000

without the Company’s prior written consent. As of December 31, 2020, no amounts were incurred under this agreement.

On December 4, 2020, the Company entered into an agreement with a service provider, pursuant to which the service provider will serve as media relations, due diligence, and transaction prep for the Company in connection with a proposed business combination. The Company agreed to pay the service provider a cash fee of (i) $15,000 per month until the consummation of a Business Combination, (ii) $200,000 payable only upon consummation of a Business Combination and (iii) a discretionary performance bonus in the amount of $200,000 upon the consummation of the Business Combination, at the sole discretion of the Company. As of December 31, 2020,

the Company incurred

$4,839

under this agreement, of which is included in accrued expenses in the accompanying balance sheet.

On December 5, 2020, the Company entered into an agreement with a service provider, pursuant to which the service provider will serve as the

co-placement

agent for the Company in connection with a proposed private placement (the “Transaction”) of the Company’s equity or equity-linked securities (the “Securities”). The Company agreed to pay the service provider a cash fee of $2,800,000, payable at the closing of the Business Combination and a cash fee equal to 50% of 3.5% of the gross proceeds of the total Securities sold in the Transaction subject to a minimum fee of $2,200,000. As of December 31, 2020, no amounts were incurred under this agreement.

Merger Agreement

On December 21, 2020, the Company entered into the Merger Agreement, with Merger Sub and Ouster, relating to a proposed business combination transaction between the Company and Ouster.

Pursuant to the Merger Agreement, Merger Sub will merge with and into Ouster, the separate corporate existence of Merger Sub will cease and Ouster will be the surviving corporation and a wholly owned subsidiary of the Company and will be renamed Ouster Inc.

As a result of the Merger, among other things, all outstanding shares of capital stock of Ouster will be cancelled in exchange for the right to receive, in the aggregate, a number of shares of Ouster PubCo common stock (as defined in the Merger Agreement) equal to the quotient obtained by dividing (x) $1,500,000,000 by (y) $10.00.

The Merger Agreement contains customary representations, warranties and covenants by the parties thereto and the closing is subject to certain conditions as further described in the Merger Agreement.

Shareholders' Equity

7 Months Ended

Dec. 31, 2020

Equity [Abstract]

Shareholders' Equity

NOTE

. SHAREHOLDERS’ EQUITY

Preference Shares

—The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001. The Company’s board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The board of directors will be able to, without shareholder approval, issue preference shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects. At December 31, 2020, there were no preference shares issued or outstanding.

Class

A Ordinary Shares

—The Company is authorized to issue 200,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At December 31, 2020, there were 7,194,829 Class A ordinary shares issued and outstanding, excluding 12,805,171 Class A ordinary shares subject to possible redemption.

Class

B Ordinary Shares

—The Company is authorized to issue 20,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote

for each share. At December 31, 2020, there were

5,000,000

Class B ordinary shares issued and outstanding.

Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders except as otherwise required by law.

The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the completion of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate,

20%

of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

Warrants

—Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination, or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. In addition, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of the Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company elects to do so, the Company will not be required to file or maintain in effect a registration statement, but it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

•

in whole and not in part;

•

at a price of $0.01 per Public Warrant;

•

upon a minimum of 30 days’ prior written notice of redemption to each warrant holder and

•

if, and only if, the reported closing price of the ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a

30-trading

day period ending three business days before the Company send to the notice of redemption to the warrant holders.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination, and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that (x) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (y) the Private Placement Warrants will be exercisable on a cashless basis and be

non-redeemable

so long as they are held by the initial purchasers or their permitted transferees and (z) the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will be entitled to registration rights. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Fair Value Measurements

7 Months Ended

Dec. 31, 2020

Fair Value Disclosures [Abstract]

Fair Value Measurements

NOTE 9. FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are

re-measured

and reported at fair value at each reporting period, and

non-financial

assets and liabilities that are

re-measured

and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:


Level 1:		Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:		Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:		Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


Description	Level		December 31, 2020
Assets:
Marketable securities held in Trust Account		1	$	200,061,054
Liabilities:
Public warrants derivative liability		1		35,800,000
Private warrants derivative liability		2		22,834,000

Level 1 instruments include investments in U.S. Treasury Bills, and the Public Warrants when representative market prices were available based on the public trading of the Public Warrants.

The estimated fair value of the Private Placement Warrants, and the Public Warrants, prior to being separately listed and traded, is determined using Level 3 inputs. In the case of the Public Warrants, the Company used a Monte Carlo simulation approach. In the case of the Private Placement Warrants the Company used a Black-Scholes option pricing model. Inherent in options pricing models are assumptions related to expected share-price volatility, expected life and risk-free interest rate. The Company estimates the volatility input based on the observed price of its Public Warrants, when available. Otherwise, the volatility input is based on implied volatilities of guideline companies. The risk-free interest rate is based on the U.S. Treasury curve on the grant date for a maturity similar to the expected remaining life of the Warrants. The expected life of the Warrants is assumed to be equivalent to a probability-weighted average between a

two-year

life (in the event that there is no business combination) and the contractual life (if a business combination is consummated) of the Warrants.

The following table provides quantitative information regarding fair value assumptions for the Warrants upon initial recognition:


	Public Warrants			Private Placement Warrants
Share price	$	9.68		$	9.68
Exercise price	$	11.50		$	11.50
Expected term (years)		5.52			5.52
Volatility		13.17	%		13.17	%
Risk-free rate		0.30	%		0.30	%

The change in the fair value of Level 3 warrant liabilities is summarized as follows:


	Warrant liabilities (Level 3)
Beginning balance	$	—
Issuance of Public Warrants and Private Placement Warrants		10,195,000
Change in valuation inputs or other assumptions		(2,070,859	)
Transfer from Level 3 measurement		(8,124,141	)

Fair value as of December 31, 2020	$	—

The estimated $5.1 million fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement and $3.0 million Private Placement Warrants transferred from a Level 3 measurement to a Level 2 in October 2020 when the Public Warrants were separately listed and traded. As of September 30, 2020 Level 1 and Level 2 fair value measurements were used for Public Warrants and Private Placement Warrants respectively as trade start in early October 2020 was relatively close to the balance sheet date.

Subsequent Events

7 Months Ended

Dec. 31, 2020

Subsequent Events [Abstract]

Subsequent Events

NOTE 10. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial st

atements.

Summary of Significant Accounting Policies (Policies)

7 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Basis of Presentation

Principles of Consolidation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

At December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds, which primarily invest in U.S. Treasury Bills.

Offering Costs Associated with the Public Offering

Class A Ordinary Shares Subject to Possible Redemption

Warrant Liability

The Company accounts for warrants for shares of the Company’s Class A common stock as derivative liabilities held at fair value on the balance sheet. T

paid-in

capital.

Income Taxes

more-likely-than-not

Net Income (Loss) Per Ordinary Share

16,000,000

shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

Reconciliation of Net Loss Per Ordinary Share

The Company’s statement of operations includes a presentation of income per share for Class A ordinary shares in a manner similar to the

two-class

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):


	For the Period from June 4, 2020 (inception) through December 31, 2020
Class A Ordinary shares
Numerator: Earnings allocable to Class A Ordinary shares
Interest income	$	54,051
Unrealized gain on investments held in Trust Account		2,931

Net income allocable to Class A Ordinary shares	$	56,982

Denominator: Weighted Average Class A Ordinary
Basic and diluted weighted average shares outstanding		13,913,043

Basic and diluted net income per share	$	0.00

Class B Ordinary Shares
Numerator: Net Loss minus Net Earnings
Net loss	$	(51,512,690	)
Less: Net income allocable to Class A Ordinary Shares		(56,982	)
Less: Accretion of Class A Ordinary Shares to redemption value		(16,012,881	)

Net Loss attributable to Class B Ordinary Shares	$	(67,582,553	)

Denominator: Weighted Average Class B Ordinary Shares
Basic and diluted weighted average shares outstanding		5,000,000

Basic and diluted net loss per Class B Ordinary Shar e	$	(13.52	)

Concentration of Credit Risk

Fair Value of Financial Instruments

Recently Issued Accounting Standards

Restatement Of Previously Issued Audited And Unaudited Financial Statements (Tables)

7 Months Ended

Dec. 31, 2020

Restatement Of Previously Issued Financial Statements [Abstract]

Summary of Consolidated Balance Sheets, Statements Of Operations And Cash Flows

The following presents a reconciliation of the consolidated balance sheets, statements of operations and cash flows for the Affected Periods.


	As Previously Reported			Restatement Adjustment			As Restated
Balance Sheet as of December 31, 2020
Public warrants derivative liability		—			35,800,000			35,800,000
Private warrants derivative liability		—			22,834,000			22,834,000
Total liabilities		9,348,246			58,634,000			67,982,246
Class A ordinary shares subject to possible redemption		186,724,794			(58,633,991	)		128,090,803
Class A ordinary share s		133			586			719
Additional Paid-In Capital		7,701,942			48,809,529			56,511,471
Accumulated Deficit		(2,702,566	)		(48,810,124	)		(51,512,690	)
Total stockholders’ equity		5,000,009			(9	)		5,000,000
Statement of Operations for the period from June 4, 2020 (Inception) through December 31, 2020
Loss from operations		(2,763,620	)		—			(2,763,620	)
Change in fair value of warrant liabilities		—			(48,439,000	)		(48,439,000	)
Allocated expense for warrant issuance cost		—			371,124			371,124
Total other income (expense)		61,054			(48,810,124	)		(48,749,070	)
Net loss		(2,702,566	)		(48,810,124	)		(51,512,690	)
Basic and diluted net loss per share, ordinary shares		(0.45	)		(13.07	)		(13.52	)
Statement of Cash Flows for the period from June 4, 2020 (Inception) through December 31, 2020
Net loss		(2,702,566	)		(48,810,124	)		(51,512,690	)
Issuance costs related to warrant liability		—			371,124			371,124
Change in fair value of warrant liabilities		—			48,439,000			48,439,000

	As Previously Reported			Restatement Adjustment			As Restated
Balance Sheet as of September 30, 2020
Public warrants derivative liability		—			5,100,000			5,100,000
Private warrants derivative liability					3,024,141			3,024,141
Total liabilities		7,100,100			8,124,141			15,224,241
Class A ordinary shares subject to possible redemption		189,367,849			(8,124,135	)		181,243,714
Class A ordinary shares		106			82			188
Additional Paid-In Capital		5,058,839			(1,699,823	)		3,359,016
Retained Earnings (Accumulated Deficit)		(59,514	)		1,699,735			1,640,221
Total stockholders’ equity		5,000,006			(6	)		5,000,000
Statement of Operations for the period from June 4, 2020 (inception) through September 30, 2020
Loss from operations		(61,266	)		—			(61,266	)
Change in fair value of warrant liabilities		—			2,070,859			2,070,859
Allocated expense for warrant issuance cost		—			371,124			371,124
Total other income		1,752			1,699,735			1,701,487
Net income (loss)		(59,514	)		1,699,735			1,640,221
Basic and diluted net (loss) per share, ordinary shares		(0.01	)		—			(3.68	)
Statement of Operations for the three months ended September 30, 2020
Loss from operations		(56,266	)		—			(56,266	)
Change in fair value of warrant liabilities		—			2,070,859			2,070,859
Allocated expense for warrant issuance cost		—			371,124			371,124
Total other income		1,752			1,699,735			1,701,487
Net income (loss)		(54,514	)		1,699,735			1,645,221
Basic and diluted net loss per share, ordinary shares		(0.01	)		(2.86	)		(2.87	)
Statement of Cash Flows for the period from June 4, 2020 (inception) through September 30, 2020
Net income (loss)		(59,514	)		1,699,735			1,640,221
Issuance costs related to warrant liability		—			371,124			371,124
Change in fair value of warrant liabilities		—			(2,070,859	)		(2,070,859	)

	As of August 25, 2020
	As Previously Reported			Restatement Adjustment			As Restated
Balance Sheet
Public warrants derivative liability		—			6,400,000			6,400,000
Private warrants derivative liability		—			3,795,000			3,795,000
Total liabilities		8,191,331			10,195,000			18,386,331
Class A Ordinary Shares		106			102			208
Additional Paid-In Capital		5,004,328			371,013			5,375,341
Accumulated Deficit		(5,000	)		(371,124	)		(376,124	)
Total stockholders’ equity		5,000,009			(9	)		5,000,000

Summary of Significant Accounting Policies (Tables)

7 Months Ended

Dec. 31, 2020

Earnings Per Share Reconciliation [Abstract]

Summary Of Basic and Diluted Income (Loss) Per Ordinary Share

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):


	For the Period from June 4, 2020 (inception) through December 31, 2020
Class A Ordinary shares
Numerator: Earnings allocable to Class A Ordinary shares
Interest income	$	54,051
Unrealized gain on investments held in Trust Account		2,931

Net income allocable to Class A Ordinary shares	$	56,982

Denominator: Weighted Average Class A Ordinary
Basic and diluted weighted average shares outstanding		13,913,043

Basic and diluted net income per share	$	0.00

Class B Ordinary Shares
Numerator: Net Loss minus Net Earnings
Net loss	$	(51,512,690	)
Less: Net income allocable to Class A Ordinary Shares		(56,982	)
Less: Accretion of Class A Ordinary Shares to redemption value		(16,012,881	)

Net Loss attributable to Class B Ordinary Shares	$	(67,582,553	)

Denominator: Weighted Average Class B Ordinary Shares
Basic and diluted weighted average shares outstanding		5,000,000

Basic and diluted net loss per Class B Ordinary Shar e	$	(13.52	)

Fair Value Measurements (Tables)

7 Months Ended

Dec. 31, 2020

Fair Value Disclosures [Abstract]

Summary Company's Assets that are Measured at Fair Value on a Recurring Basis


Description	Level		December 31, 2020
Assets:
Marketable securities held in Trust Account		1	$	200,061,054
Liabilities:
Public warrants derivative liability		1		35,800,000
Private warrants derivative liability		2		22,834,000

Summary of Fair Value Measurements Inputs

The following table provides quantitative information regarding fair value assumptions for the Warrants upon initial recognition:


	Public Warrants			Private Placement Warrants
Share price	$	9.68		$	9.68
Exercise price	$	11.50		$	11.50
Expected term (years)		5.52			5.52
Volatility		13.17	%		13.17	%
Risk-free rate		0.30	%		0.30	%

Summary of Change in the Fair Value of Warrant Liabilities

The change in the fair value of Level 3 warrant liabilities is summarized as follows:


	Warrant liabilities (Level 3)
Beginning balance	$	—
Issuance of Public Warrants and Private Placement Warrants		10,195,000
Change in valuation inputs or other assumptions		(2,070,859	)
Transfer from Level 3 measurement		(8,124,141	)

Fair value as of December 31, 2020	$	—

- Definition

Tabular disclosure of financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances.

+ References + Details

Description of Organization And Business Operations - Additional Information (Detail) - USD ($)			7 Months Ended
	Dec. 31, 2020	Aug. 25, 2020	Dec. 31, 2020
Sale of stock issue price per share		$ 10.00
Proceeds from initial public offer			$ 20,000,000
Proceeds from warrants issued			6,000,000
Offering Costs			572,531
Payment to acquire short term restricted investments		$ 200,000,000	$ 200,000,000
Restricted investments maturity		185 days
Per share value of assets available for distribution on liquidation	$ 10.00		$ 10.00
Percentage of shares issued that can be transferred with no restriction	20.00%		20.00%
Business acquisition, percentage of voting interests acquired	100.00%		100.00%
Dissolution expenses	$ 100,000
Capital Deficit	1,336,251		$ 1,336,251
Marketable Securities Held In Trust [Member]
Marketable securities held in Trust Account	200,061,054		200,061,054
Interest Income [Member]
Cash Deposited in Trust Account	61,000		61,000
Deposit Account [Member]
Operanting Bank Accounts	$ 697,957		$ 697,957
Minimum [Member]
Initial business combination as a percentage of assets held in trust account excluding taxes payable and deferred underwriting commission	80.00%		80.00%
Minimum net tangible assets needed post business combination for consumating business combination	$ 5,000,001		$ 5,000,001
Percentage Of Ownership In Investment Company Post Business Combination [Member]
Equity method investment, ownership percentage	50.00%		50.00%
IPO And Over Allotment Option [Member]
Per share value of assets available for distribution on liquidation	$ 10.00		$ 10.00
IPO [Member]
Sale of public units		20,000,000
Sale of stock issue price per share		$ 10.00
Proceeds from initial public offer		$ 200,000,000
Transaction costs	$ 11,597,631		$ 11,597,631
Underwriting fees	4,000,000
Deferred underwriting fee	7,000,000		$ 7,000,000
Offering Costs	$ 597,631
Class A Common Stock and Public Warrants [Member]
Per share value of assets available for distribution on liquidation	$ 10.00		$ 10.00
Class A Common Stock and Public Warrants [Member] \| Private Placement [Member]
Warrants issued during the period		6,000,000
Warrants issued price per warrant		$ 1.00
Proceeds from warrants issued		$ 6,000,000

Restatement Of Previously Issued Audited And Unaudited Financial Statements - Summary of Consolidated Balance Sheets, Statements Of Operations And Cash Flows (Detail) - USD ($)	3 Months Ended	4 Months Ended	7 Months Ended
	Sep. 30, 2020	Sep. 30, 2020	Dec. 31, 2020	Aug. 25, 2020	Jun. 03, 2020
Balance Sheet (audited)
Public warrants derivative liability			$ 35,800,000
Private warrants derivative liability			22,834,000
Total Liabilities			67,982,346
Class A ordinary shares subject to possible redemption			128,090,803
Additional Paid-In Capital			56,511,471
Retained Earnings (Accumulated Deficit)			(51,512,690)
Total stockholders' equity			5,000,000
Statement of Operations (audited)
Loss from operations			(2,763,620)
Change in fair value of warrant liabilities			48,439,000
Allocated expense for warrant issuance cost			371,124
Total other income (expense)			(48,749,070)
Net income (loss)			$ (51,512,690)
Basic and diluted net income (loss) per share, ordinary shares			$ (13.52)
Statement of Cash Flows (audited)
Net income (loss)			$ (51,512,690)
Issuance costs related to warrant liability			371,124
Change in fair value of warrant liabilities			(48,439,000)
As Previously Reported [Member]
Balance Sheet (audited)
Total Liabilities	$ 7,100,100	$ 7,100,100	9,348,246	$ 8,191,331
Class A ordinary shares subject to possible redemption	189,367,849	189,367,849	186,724,794
Class A ordinary shares	106	106	133	106
Additional Paid-In Capital	5,058,839	5,058,839	7,701,942	5,004,328
Retained Earnings (Accumulated Deficit)	(59,514)	(59,514)	(2,702,566)	(5,000)
Total stockholders' equity	5,000,006	5,000,006	5,000,009	5,000,009
Statement of Operations (audited)
Loss from operations	(56,266)	(61,266)	(2,763,620)
Total other income (expense)	1,752	1,752	61,054
Net income (loss)	$ (54,514)	$ (59,514)	$ (2,702,566)
Basic and diluted net income (loss) per share, ordinary shares	$ (0.01)	$ (0.01)	$ (0.45)
Statement of Cash Flows (audited)
Net income (loss)	$ (54,514)	$ (59,514)	$ (2,702,566)
Restatement Adjustment [Member]
Balance Sheet (audited)
Public warrants derivative liability	5,100,000	5,100,000	35,800,000	6,400,000
Private warrants derivative liability	3,024,141	3,024,141	22,834,000	3,795,000
Total Liabilities	8,124,141	8,124,141	58,634,000	10,195,000
Class A ordinary shares subject to possible redemption	(8,124,135)	(8,124,135)	(58,633,991)
Class A ordinary shares	82	82	586	102
Additional Paid-In Capital	(1,699,823)	(1,699,823)	48,809,529	371,013
Retained Earnings (Accumulated Deficit)	1,699,735	1,699,735	(48,810,124)	(371,124)
Total stockholders' equity	(6)	(6)	(9)	(9)
Statement of Operations (audited)
Change in fair value of warrant liabilities	2,070,859	2,070,859	(48,439,000)
Allocated expense for warrant issuance cost	371,124	371,124	371,124
Total other income (expense)	1,699,735	1,699,735	(48,810,124)
Net income (loss)	$ 1,699,735	1,699,735	$ (48,810,124)
Basic and diluted net income (loss) per share, ordinary shares	$ (2.86)		$ (13.07)
Statement of Cash Flows (audited)
Net income (loss)	$ 1,699,735	1,699,735	$ (48,810,124)
Issuance costs related to warrant liability	371,124	371,124	371,124
Change in fair value of warrant liabilities	(2,070,859)	(2,070,859)	48,439,000
As Restated [Member]
Balance Sheet (audited)
Public warrants derivative liability	5,100,000	5,100,000	35,800,000	6,400,000
Private warrants derivative liability	3,024,141	3,024,141	22,834,000	3,795,000
Total Liabilities	15,224,241	15,224,241	67,982,246	18,386,331
Class A ordinary shares subject to possible redemption	181,243,714	181,243,714	128,090,803
Class A ordinary shares	188	188	719	208
Additional Paid-In Capital	3,359,016	3,359,016	56,511,471	5,375,341
Retained Earnings (Accumulated Deficit)	1,640,221	1,640,221	(51,512,690)	(376,124)
Total stockholders' equity	5,000,000	5,000,000	5,000,000	$ 5,000,000
Statement of Operations (audited)
Loss from operations	(56,266)	(61,266)	(2,763,620)
Change in fair value of warrant liabilities	2,070,859	2,070,859	(48,439,000)
Allocated expense for warrant issuance cost	371,124	371,124	371,124
Total other income (expense)	1,701,487	1,701,487	(48,749,070)
Net income (loss)	$ 1,645,221	$ 1,640,221	$ (51,512,690)
Basic and diluted net income (loss) per share, ordinary shares	$ (2.87)	$ (3.68)	$ (13.52)
Statement of Cash Flows (audited)
Net income (loss)	$ 1,645,221	$ 1,640,221	$ (51,512,690)
Issuance costs related to warrant liability	371,124	371,124	371,124
Change in fair value of warrant liabilities	$ (2,070,859)	$ (2,070,859)	$ 48,439,000

Summary of Significant Accounting Policies - Summary Of Basic and Diluted Net Income (Loss) Per Ordinary Share (Detail)	7 Months Ended
	Dec. 31, 2020 USD ($) $ / shares shares
Numerator: Earnings allocable to Class A Ordinary shares
Interest income	$ 54,051
Unrealized gain on investments held in Trust Account	2,931
Net income allocable to Class A Ordinary shares	$ 56,982
Denominator: Weighted Average Class A Ordinary
Basic and diluted weighted average shares outstanding \| $ / shares	$ 13,913,043
Basic and diluted net income per share \| $ / shares	$ 0.00
Numerator: Net Loss minus Net Earnings
Net loss	$ (51,512,690)
Less: Net income allocable to Class A Ordinary shares	(56,982)
Less: Accretion of Class A Ordinary Shares to redemption value	(16,012,881)
Net Loss attributable to Class B Ordinary Shares	$ (67,582,553)
Denominator: Weighted Average Class B Ordinary Shares
Basic and diluted weighted average shares outstanding \| shares	5,000,000
Basic and diluted net loss per Class B Ordinary Share \| $ / shares	$ (13.52)

Summary of Significant Accounting Policies - Additional Information (Detail)	7 Months Ended
	Dec. 31, 2020 shares
Class A Ordinary Shares [Member]
Accounting Policies [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	16,000,000

Initial Public Offering - Additional Information (Detail) - $ / shares	7 Months Ended
	Dec. 31, 2020	Aug. 25, 2020
Initial Public Offering Disclosure [Line Items]
Sale of stock issue price per share		$ 10.00
Public Warrants [Member]
Initial Public Offering Disclosure [Line Items]
Stock shares issued during the period	20,000,000
Sale of stock issue price per share	$ 10.00
Exercise price of warrants	$ 11.50
Number of shares entitlement per warrant	1

Private Placement - Additional Information (Detail) - USD ($)		7 Months Ended
	Aug. 25, 2020	Dec. 31, 2020
Private Placement [Line Items]
Proceeds from warrants issued		$ 6,000,000
Over-Allotment Option [Member] \| Private Placement Warrants [Member]
Private Placement [Line Items]
Warrants issued price per warrant	$ 11.50
Class A Common Stock and Public Warrants [Member] \| Private Placement [Member]
Private Placement [Line Items]
Warrants issued during the period	6,000,000
Warrants issued price per warrant	$ 1.00
Proceeds from warrants issued	$ 6,000,000

Related Party Transactions - Additional Information (Detail) - USD ($)						1 Months Ended	7 Months Ended
	Dec. 31, 2020	Oct. 09, 2020	Sep. 23, 2020	Aug. 25, 2020	Jun. 30, 2020	Aug. 21, 2020	Dec. 31, 2020
Offering costs for an aggregate price					$ 25,000		$ 25,000
Number of shares forfeited		750,000
Percentage of ownership held by initial shareholders					20.00%
Common stock, shares outstanding	5,000,000						5,000,000
Share price		$ 12.00
Repayment of notes payable to related party current							$ 126,005
Purchase of additional Private Placement	$ 600,000
Return of warrants to sponser							6,000,000
Related party transaction amounts of transaction							40,000
Debt instrument convertible portion	$ 1,500,000						$ 1,500,000
Debt instrument conversion price per unit	$ 1.00						$ 1.00
Private Placement Warrants [Member]
Debt instrument conversion price per unit	$ 1.0						$ 1.0
Over-Allotment Option [Member]
Return of warrants to sponser			$ 600,000
Sponsor [Member]
Repayment of notes payable to related party current				$ 126,005
Debt instrument face value					$ 300,000
Minimum lock In period for transfer, assign or sell warrants after completion of Business Combination							30 days
Sponsor [Member] \| Administrative Service [Member]
Related party transaction amounts of transaction						$ 10,000
Class B Ordinary Shares [Member]
Offering costs for an aggregate price							$ 575
Number of shares forfeited							750,000
Common stock, shares outstanding	5,000,000						5,000,000
Stock shares issued during the period					5,750,000		5,750,000
Class A Ordinary Shares [Member]
Common stock, shares outstanding	7,194,829						7,194,829
Debt instrument conversion price per unit	$ 11.50						$ 11.50

Commitments - Additional Information (Detail) - USD ($)			7 Months Ended
Commitments - Additional Information (Detail) - USD ($)	Dec. 05, 2020	Dec. 04, 2020	Dec. 31, 2020
Percentage of holders entitled to make demands			40.00%
Underwriting fee, per unit			$ 0.35
Deferred underwriting fees payable			$ 7,000,000
Ouster PubCo Common Stock [Member] \| Merger Agreement [Member]
Common stock, shares authorized			1,500,000,000
Ordinary shares, par value			$ 10.00
Placement Agent [Member]
Percentage of Cash fee amount agreed to Pay		50.00%
Percentage of gross Proceeds of the Sale of Available for Sale Securities Equity		3.50%
Minimum Fee Payable Under Agreement		$ 1,000,000
Reimbursable Expenses under Agreemnt		50,000
Media Relation [Member]
Cash Fee Payable untill Consummation of A Business Combination		15,000
Cash Fee Payable Upon Consummation of A Business Combination		200,000
Cash Fee Payable as a Discretionary Performance Bonus Upon Consummation of A Business Combination		$ 200,000
Media Relation [Member] \| Accrued Liabilities [Member]
Other Noninterest Expense			$ 4,839
CO Placement Agent [Member]
Percentage of Cash fee amount agreed to Pay	50.00%
Percentage of gross Proceeds of the Sale of Available for Sale Securities Equity	3.50%
Minimum Fee Payable Under Agreement	$ 2,200,000
Cash Fee Payable at the closing of The Business Combination	$ 2,800,000

Shareholders' Equity - Additional Information (Detail) - $ / shares	7 Months Ended
	Dec. 31, 2020	Oct. 09, 2020
Class of Stock [Line Items]
Preferred stock, shares authorized	1,000,000
Preferred stock par or stated value per share	$ 0.0001
Preferred stock shares issued	0
Preferred stock, shares outstanding	0
Common stock, shares outstanding	5,000,000
Share price		$ 12.00
Warrants or rights term	5 years
Event Triggering Warrant Price Adjustment [Member] \| Percentage Of The Market Value [Member]
Class of Stock [Line Items]
Redemption trigger share price percentage	180.00%
Event Triggering Warrant Price Adjustment [Member] \| Percentage of the Newly Issued Price [Member]
Class of Stock [Line Items]
Redemption trigger share price percentage	180.00%
Event Triggering Warrant Price Adjustment [Member] \| Percentage Of The Market Value [Member]
Class of Stock [Line Items]
Exercise price of warrants percentage	115.00%
Event Triggering Warrant Price Adjustment [Member] \| Percentage of the Newly Issued Price [Member]
Class of Stock [Line Items]
Exercise price of warrants percentage	115.00%
Triggering Share Price One [Member]
Class of Stock [Line Items]
Warrants redemption price	$ 0.01
Share price	$ 18.00
Class A Ordinary Shares [Member]
Class of Stock [Line Items]
Common stock, shares authorized	200,000,000
Common stock par or stated value per share	$ 0.0001
Common stock shares description of voting rights	one vote
Common stock, shares issued	7,194,829
Common stock, shares outstanding	7,194,829
Temporary equity shares outstanding	12,805,171
Class A Ordinary Shares [Member] \| Event Triggering Warrant Price Adjustment [Member]
Class of Stock [Line Items]
Volume weighted average trading price of ordinary shares	$ 9.20
Class A Ordinary Shares [Member] \| Event Triggering Warrant Price Adjustment [Member] \| Founder Shares [Member]
Class of Stock [Line Items]
Sale of stock issue price per share	$ 9.20
Class A Ordinary Shares [Member] \| Founder Shares [Member]
Class of Stock [Line Items]
Percentage of common stock outstanding	20.00%
Class A Ordinary Shares [Member] \| Founder Shares [Member] \| Event Triggering Warrant Price Adjustment [Member]
Class of Stock [Line Items]
Percentage of the total gross proceeds from equity issuances for business combination	60.00%
Class B Ordinary Shares [Member]
Class of Stock [Line Items]
Common stock, shares authorized	20,000,000
Common stock par or stated value per share	$ 0.0001
Common stock shares description of voting rights	one vote
Common stock, shares issued	5,000,000
Common stock, shares outstanding	5,000,000

Fair Value Measurements - Summary Company's Assets that are Measured at Fair Value on a Recurring Basis (Detail)	Dec. 31, 2020 USD ($)
Marketable Securities Held In Trust [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities held in Trust Account	$ 200,061,054
Fair Value, Recurring [Member] \| Level 1 [Member] \| Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants derivative liability	35,800,000
Fair Value, Recurring [Member] \| Level 2 [Member] \| Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants derivative liability	22,834,000
Fair Value, Recurring [Member] \| Marketable Securities Held In Trust [Member] \| Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities held in Trust Account	$ 200,061,054

Fair Value Measurements - Summary of Fair Value Measurements Inputs (Detail)	Dec. 31, 2020 $ / shares yr
Share price [Member] \| Public Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value warrants	9.68
Share price [Member] \| Private Placement Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value warrants	9.68
Exercise price [Member] \| Public Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value warrants	11.50
Exercise price [Member] \| Private Placement Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value warrants	11.50
Expected term [Member] \| Public Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value warrants \| yr	5.52
Expected term [Member] \| Private Placement Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value warrants \| yr	5.52
Volatility [Member] \| Public Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value warrants	13.17
Volatility [Member] \| Private Placement Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value warrants	13.17
Risk-free rate [Member] \| Public Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value warrants	0.30
Risk-free rate [Member] \| Private Placement Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value warrants	0.30

Fair Value Measurements - Summary of Change in the Fair Value of Warrant Liabilities (Detail) - Warrant liabilities (Level 3) [Member]	7 Months Ended
	Dec. 31, 2020 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance	$ 0
Issuance of Public Warrants and Private Placement Warrants	10,195,000
Change in valuation inputs or other assumptions	(2,070,859)
Transfer from Level 3 measurement	(8,124,141)
Fair value as of December 31, 2020	$ 0

Fair Value Measurements - Additional Information (Detail) $ in Millions	1 Months Ended
	Oct. 31, 2020 USD ($)
Level 1 [Member] \| Public Warrants [Member]
Fair value, net derivative asset (liability)	$ 5.1
Level 2 [Member] \| Private Placement Warrants [Member]
Fair value, net derivative asset (liability)	$ 3.0